Dear Colleagues:
The following sets forth Newcastle's Code of Business Conduct and Ethics ("Code"), which has
been approved by the Board of Directors of Newcastle Investment Corp. (“Newcastle” or the
“Company”). The Code operates in conjunction with, and in addition to, the policies of Fortress
Investment Group LLC (“Fortress” or the “Manager”). At such time as the Manager adopts a
consolidated Code of Business Conduct and Ethics which aggregates in one document all
applicable policies of the Manager, that document will supercede this Code, and become
thereafter the Code for purposes of your employment by the Manager.
The purpose of the Code is to reinforce and enhance the Manager’s and the Company's
commitment to an ethical way of doing business. The contents of the Code are not new,
however. The policies set forth here are part of Fortress’s long-standing tradition of high ethical
standards.
All Fortress employees, and particularly Fortress employees who provide services to the
Company, are expected to comply with the policies set forth in this Code. Read the Code
carefully and make sure that you understand it, the consequences of non-compliance, and the
Code’s importance to the success of the Company. If you have any questions, speak to your
supervisor, the General Counsel/Compliance Officer of Fortress or any of the other resources
identified in this booklet. The Code cannot and is not intended to cover every applicable law or
provide answers to all questions that might arise; for that we must ultimately rely on each
person's good sense of what is right, including a sense of when it is proper to seek guidance from
others on the appropriate course of conduct.
Sincerely,
Wesley R. Edens
Chairman
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About the Code of Business Conduct and Ethics
We at Fortress are committed to the highest standards of business conduct in our relationships
with each other and with our significant business relationships, shareholders and others. This
requires that we conduct our business in accordance with all applicable laws and regulations and
in accordance with the highest standards of business ethics. Newcastle's Code of Business
Conduct and Ethics helps each of us in this endeavor by providing a statement of the
fundamental principles and key policies and procedures that govern the conduct of our business.
Our business depends on the reputation of the Company and the employees of the Company’s
Manager who perform various functions on the behalf of the Company (“employees”) for
integrity and principled business conduct. Thus, in many instances, the policies referenced in
this Code go beyond the requirements of the law.
The Code is a statement of policies for individual and business conduct and does not, in any way,
constitute an employment contract or an assurance of continued employment. As employees of
Fortress, we are employed at-will except when we are covered by an express, written
employment agreement. This means that you may choose to resign your employment at any
time, for any reason or for no reason at all. Similarly, the Manager may choose to terminate your
employment at any time, for any legal reason or for no reason at all.
Meeting Our Shared Obligations
Each of us is responsible for knowing and understanding the policies and guidelines contained in
the following pages. If you have questions, ask them; if you have ethical concerns, raise them.
The General Counsel/Compliance Officer, who is responsible for overseeing and monitoring
compliance with this Code, and the other resources set forth in this Code are available to answer
your questions and provide guidance and for you to report suspected misconduct. Our conduct
should reflect Newcastle's values, demonstrate ethical leadership, and promote a work
environment that upholds Newcastle's reputation for integrity, ethical conduct and trust.
RESPONSIBILITY TO OUR ORGANIZATION
Fortress employees are expected to advance the interests of Newcastle’s business and avoid any
conflicts with the interests of Newcastle.
Conflicts of Interest
In order to maintain the highest degree of integrity in the conduct of Newcastle's business and to
maintain your independent judgment, you must avoid any activity or personal interest that
creates or appears to create a conflict between your interests and the interests of the Company. A
conflict of interest occurs when your private interests interfere in any way, or even appear to
interfere, with the interests of the Company as a whole. A conflict situation can arise when you
take actions or have interests that make it difficult for you to perform your work in respect of
Newcastle objectively and effectively. You should never act in a manner that could cause you to
lose your independence and objectivity or that could adversely affect the confidence of our
fellow employees and other persons with whom we conduct the Company’s business in the
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integrity of Company or its procedures. Although we cannot list every conceivable conflict,
following are some common examples that illustrate actual or apparent conflicts of interest that
should be avoided:
Improper Personal Benefits from the Company
Conflicts of interest arise when an officer or director of Newcastle or a Fortress employee, or a
member of his or her family, receives improper personal benefits as a result of his or her position
in or in relation to the Company. You may not accept any benefits from the Company that have
not been duly authorized and approved pursuant to Company policy and procedure, including
any Company loans or guarantees of your personal obligations.
Financial Interests in Other Businesses
Fortress employees who are dedicated to Newcastle and their immediate families may not have
an ownership interest in any other enterprise if that interest compromises or appears to
compromise the employee’s loyalty to Newcastle. For example, you should not own an interest
in a company that is a significant competitor with Newcastle (it being understood that large
financial institutions with multiple business lines shall not be considered significant competitors
of Newcastle for these purposes by reason of their having fixed income or real estate securities
trading desks) without first clearing any transaction in the securities of such a company with
Fortress’s General Counsel. You may not own an interest in a company that does significant
amounts of business with Newcastle (such as an entity which is a significant source of Newcastle
investments) without the prior written approval of Fortress’s General Counsel/Compliance
Officer. Subject to generally applicable requirements to clear any transaction in securities in
accordance with Fortress’s securities trading policies, however, it is not typically considered a
conflict of interest to make investments while employed by Fortress with a total value of no more
than the greater of five percent (5%) of your annual compensation or $25,000 in significant
competitors or entities that are significant sources of investments to Newcastle where such
entities are listed on a national or international securities exchange.
Business Arrangements with the Company
Without prior written approval from the Chief Executive Officer, you may not sell to or purchase
from Newcastle any securities or other property, or personally participate in a joint venture,
partnership or other business arrangement with Newcastle. (Executive officers and members of
the Board must obtain the prior written approval of the Audit Committee of the Board of
Directors before engaging in any such transaction.)
Outside Employment or Activities With a Competitor
Simultaneous employment with or serving as a director of a significant competitor of Newcastle
is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to
advance a competitor’s interests. It is your responsibility to consult with the General
Counsel/Compliance Officer to determine whether a planned activity will compete
impermissibly with any of Newcastle's business activities before you pursue the activity in
question.
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Charitable, Government and Other Outside Activities
Fortress encourages all employees to participate in projects and causes that further the welfare of
our local communities. However, you must obtain the prior written approval of the General
Counsel/Compliance Officer before serving as a director or trustee of any charitable, not-forprofit, for-profit, or other entity or before running for election or seeking appointment to any
government-related position. (Executive officers and members of the Board must obtain the
prior written approval of the Audit Committee of the Board of Directors.)
Family Members Working In The Industry
You may find yourself in a situation where your spouse or significant other, your children,
parents, or in-laws, or someone else with whom you have a familial relationship is employed by
a competitor of or entity with a significant business relationship with Newcastle. Such situations
are not prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of
interest.
There are several factors to consider in assessing such a situation. Among them: the relationship
between Newcastle and the other company; the nature of your responsibilities in respect of
Newcastle and those of the other person; and the access each of you has to your respective
employer's confidential information. Such a situation, however harmless it may appear to you,
could arouse suspicions among your associates that might affect your working relationships. The
very appearance of a conflict of interest can create problems, regardless of the propriety of your
behavior.
To remove any such doubts or suspicions, you must disclose your specific situation to the
General Counsel/Compliance Officer to assess the nature and extent of any concern and how it
can be resolved. In some instances, any risk to Newcastle's interests is sufficiently remote that
the General Counsel/Compliance Officer may only remind you to guard against inadvertently
disclosing Newcastle confidential information and not to be involved in decisions on behalf of
Newcastle that involve the other company.
Corporate Opportunities
Those individuals who are executive officers of Newcastle owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises: You may not take for
yourself personally opportunities that are expressly offered to you in your capacity as an officer
of Newcastle, or use corporate property, information or position for personal gain; nor may you
compete with the Company if doing so would breach the Manager’s obligations under the
Management Agreement. No director of Newcastle shall be deemed an officer of Newcastle by
reason of holding such position (without regard to whether such position is deemed an officer of
Newcastle under the Bylaws of Newcastle).
Entertainment, Gifts and Gratuities
When you are involved in making business decisions on behalf of the Company, your decisions
must be based on uncompromised objectivity of judgment. Fortress employees interacting with
any person who has business dealings with Newcastle (including sources of investment
opportunities and financing sources) must conduct such activities in the best interest of
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Newcastle. Fortress employees must not accept any gifts, entertainment or gratuities that could
influence or be perceived to influence Newcastle’s investment or financing decisions.
Unsolicited gifts and business courtesies, including meals and entertainment, are permissible if
they are customary and commonly accepted business courtesies; not excessive in value; and
given and accepted without an express or implied understanding that you are in any way
obligated by your acceptance of the gift. Gifts that are extravagant in value or unusual in nature
should not be accepted without the prior written approval of your supervisor or the General
Counsel/Compliance Officer.
Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.)
in any amount are prohibited and must be returned promptly to the donor.
Offering Gifts and Entertainment
When you are providing a gift, entertainment or other accommodation in connection with
Company business, you must do so in a manner that is in good taste and without excessive
expense.
What is acceptable in the commercial business environment may be entirely unacceptable in
dealings with the government. There are strict laws that govern providing gifts, including meals,
entertainment, transportation and lodging, to government officials and employees. You are
prohibited from providing gifts or anything of value to government officials or employees or
members of their families in connection with Company business without prior written approval
from the General Counsel/Compliance Officer. For more information, see the section of this
Code regarding Interacting with Government.
Giving or receiving any payment or gift in the nature of a bribe or kickback is absolutely
prohibited.
If you encounter an actual or potential conflict of interest, face a situation where declining the
acceptance of a gift may jeopardize a Newcastle relationship, are requested to pay a bribe or
provide a kickback, or encounter a suspected violation of this policy, you must report the
situation to the General Counsel/Compliance Officer immediately.
Company Books and Records
You must complete all documents relating to Company business accurately and in a timely
manner. When applicable, documents must be properly authorized. You must record the
Company's financial activities in compliance with all applicable laws and accounting practices.
The making of false or misleading entries, records or documentation is strictly prohibited. You
must never create a false or misleading report or make a payment or establish an account on
behalf of the Company with the understanding that any part of the payment or account is to be
used for a purpose other than as described by the supporting documents.
Record Retention
In the course of its business, Newcastle produces and receives large numbers of documents.
Numerous laws require the retention of certain Newcastle documents for various periods of time.
Fortress and the Company are committed to compliance with all applicable laws and regulations
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relating to the preservation of records. Our policy is to identify, maintain, safeguard and destroy
or retain all records in Fortress’s possession on a systematic and regular basis. Under no
circumstances are Company records to be destroyed selectively or to be maintained outside
Company premises or designated storage facilities.
If you learn of a subpoena or a pending, imminent or contemplated litigation or government
investigation, you should immediately contact the Fortress’s General Counsel. You must retain
and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or
that may pertain to the investigation until you are advised by Fortress’s General Counsel as to
how to proceed. You must not destroy any such records in your possession or control. In such
instance, you must also affirmatively preserve from destruction all relevant records that without
intervention would automatically be destroyed or erased (such as e-mails and voicemail
messages); destruction of such records, even if inadvertent, could seriously prejudice the
Company. Any questions regarding whether a particular record pertains to a pending, imminent
or contemplated investigation or litigation or may be responsive to a subpoena or regarding how
to preserve particular types of records should be directed to Fortress’s General Counsel.
Confidential Information
All Fortress employees may learn, to a greater or lesser degree, facts about Newcastle's business,
plans, operations or "secrets of success" that are not known to the general public or to
competitors. Sensitive information such as investment performance data, strategic plans,
financing techniques and transaction sourcing methods are examples of the Company's
confidential information or trade secrets. Confidential information includes all non-public
information that might be of use to competitors, or harmful to the Company, if disclosed. During
the course of performing your responsibilities, you may obtain information concerning possible
transactions with other companies or receive confidential information concerning other
companies, which Newcastle may be under an obligation to maintain as confidential.
You must maintain the confidentiality of information entrusted to you by the Company, except
when disclosure is authorized or legally mandated. Employees who possess or have access to
confidential information or trade secrets must:
•
Not use the information for their own benefit or the benefit of persons inside or
outside of Newcastle.
•
Carefully guard against disclosure of that information to people outside Fortress.
For example, you should not discuss such matters with family members or
business or social acquaintances or in places where the information may be
overheard, such as taxis, public transportation, elevators or restaurants.
•
Not disclose confidential information to another Fortress employee unless the
employee needs the information to carry out business responsibilities.
Confidentiality Agreements are commonly used when Newcastle needs to disclose confidential
information to others. A Confidentiality Agreement puts the person receiving confidential
information on notice that he or she must maintain the secrecy of such information. If, in doing
business with persons not employed by Fortress, you foresee that you may need to disclose
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confidential information, you should contact the General Counsel and discuss the utility of
entering into a Confidentiality Agreement.
Your obligation to treat information as confidential does not end when you leave Fortress. Upon
the termination of your employment, you must return everything that belongs to Newcastle,
including all documents and other materials containing Company confidential information. You
must not disclose confidential information to a new employer or to others after ceasing to be a
Fortress employee. Nothing contained herein limits in any way any other confidentiality
obligations imposed by agreement with Fortress or any of its affiliates or by law.
You may not disclose your previous employer's confidential information to Fortress. Of course,
you may use general skills and knowledge acquired during your previous employment.
Trademarks, Copyrights and Other Intellectual Property
Trademarks
Our logo and the name "Newcastle Investment Corp." are examples of Company trademarks.
You must always properly use our trademarks and advise your supervisor or General Counsel of
infringements by others. Similarly, the trademarks of third parties must be used properly.
Copyright Compliance
All software or programs created by you in connection with your employment by Fortress or
provision of services to Fortress are “works for hire” and are the sole property of Fortress. You
understand that you have no right title or interest in any intellectual property created by you in
connection with your employment or provision of services to Fortress.
Works of authorship such as books, articles, drawings, computer software and other such
materials may be covered by copyright laws. It is a violation of those laws and of Newcastle's
policies to make unauthorized copies of or derivative works based upon copyrighted materials.
The absence of a copyright notice does not necessarily mean that the materials are not
copyrighted.
Newcastle licenses the use of much of its computer software from outside companies. In most
instances, this computer software is protected by copyright. You may not make, acquire or use
unauthorized copies of computer software. Any questions concerning copyright laws should be
directed to General Counsel.
Intellectual Property Rights of Others
It is Newcastle policy not to infringe upon the intellectual property rights of others. When using
the name, trademarks, logos or printed materials of another company, including any such uses on
Newcastle's website, you must do so properly and in accordance with applicable law.
Computer and Communication Resources
Fortress's computer and communication resources, including computers, voicemail and e-mail,
provide substantial benefits, but they also present significant security and liability risks to you
and Fortress. It is extremely important that you take all necessary measures to secure your
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computer and any computer or voicemail passwords. All sensitive, confidential or restricted
electronic information must be password protected, and, if sent across the Internet, must be
protected by Fortress-approved encryption software. If you have any reason to believe that your
password or the security of a Fortress computer or communication resource has in any manner
been compromised, you must change your password immediately and report the incident to the
Information Technology Department.
Remember that when you are using Fortress resources to send e-mail, voicemail or to access
Internet services in connection with Newcastle business any improper use of these resources may
reflect poorly on the Company, damage its reputation, and expose you and the Company to legal
liability.
All of the computing resources used to provide computing and network connections throughout
the organization are the property of Fortress and are intended for use by Fortress employees to
conduct Fortress and the Company's business. All e-mail, voicemail and personal files stored on
Fortress computers are Fortress property. You should therefore have no expectation of personal
privacy in connection with these resources. Fortress may, from time to time and at its sole
discretion, review any files stored or transmitted on its computer and communication resources,
including e-mail messages, for compliance with Fortress and/or Newcastle policy.
You should not use Fortress resources in a way that may be disruptive or offensive to others or
unlawful. At all times when sending e-mail or transmitting any other message or file, you should
not transmit comments, language, images or other files that you would be embarrassed to have
read by any person. Remember that your "private" e-mail messages are easily forwarded to a
wide audience
Insider Trading
You are prohibited by Company policy and the law from buying or selling securities of the
Company at a time when in possession of "material nonpublic information." (There is, however,
an exception for trades made pursuant to a pre-existing trading plan, discussed below.) This
conduct is known as "insider trading." Passing such information on to someone who may buy or
sell securities – known as "tipping" – is also illegal. The prohibition applies to Company
securities and to securities of other companies if you acquire material nonpublic information
about other companies in the course of your duties for Newcastle without first determining with
the aid of the Insider Trading Compliance Officer whether such trading would violate US insider
trading laws.
Information is "material" if a reasonable investor would consider it important in arriving at a
decision to buy, sell or hold securities.
For more details regarding the Company’s insider trading policy, please see the Fortress
Investment Group LLC: Policy On Trading In Securities Of Newcastle Investment Corp.
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Responding to Inquiries from the Press and Others
Fortress employees who are not official Company spokespersons may not speak with the press,
securities analysts, other members of the financial community, shareholders or groups or
organizations as a Company representative unless specifically authorized to do so by the
Company’s Chief Executive Officer. Requests for financial or other information about the
Company from the media, the press, the financial community, shareholders or the public should
be referred to the Investor Relations Department or the Company’s Chief Executive Officer.
Requests for information from regulators or the government should be referred to the General
Counsel of Fortress.
FAIR DEALING
Newcastle depends on its reputation for quality, service and integrity. The way we deal with the
sources of our investment and financing opportunities molds our reputation, builds long-term
trust and ultimately determines our success. We must never take unfair advantage of others
through manipulation, concealment, affirmative misrepresentation of material facts or any other
unfair dealing practice.
RESPONSIBILITY TO OUR PEOPLE
Respecting One Another
The way we treat each other and our work environment affects the way we do our jobs. All
employees want and deserve a work place where they are respected and appreciated. Everyone
who works at Fortress should feel it is important to contribute to the creation and maintenance of
such an environment, and supervisors and managers have a special responsibility to foster a
workplace that supports honesty, integrity, respect and trust.
Employee Privacy
We respect the privacy and dignity of all individuals. Fortress collects and maintains personal
information that relates to your employment, including medical and benefit information. Special
care is taken to limit access to personal information to Fortress personnel with a need to know
such information for a legitimate purpose. Employees who are responsible for maintaining
personal information and those who are provided access to such information must not disclose
private information in violation of applicable law or in violation of Fortress or Newcastle
policies.
Employees should not search for or retrieve items from another employee's workspace without
prior approval of that employee or management. Similarly, you should not use communication
or information systems to obtain access to information directed to or created by others without
the prior approval of management, unless such access is part of your job function and
responsibilities at Fortress.
Personal messages or information that you consider to be private should not be placed or kept in
telephone systems, computer or electronic mail systems, office systems, offices, work spaces,
desks, credenzas, or file cabinets. Fortress reserves all rights, to the fullest extent permitted by
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law, to inspect such systems and areas and to retrieve information or property from them when
deemed appropriate in the judgment of management or Fortress’s General Counsel.
Equal Employment Opportunity and Nondiscrimination
Fortress is an equal opportunity employer in hiring and promoting practices, benefits and wages.
We will not tolerate discrimination against any person on the basis of race, religion, color,
gender, age, marital status, national origin, sexual orientation, citizenship, Vietnam-era or
disabled veteran status or disability (where the applicant or employee is qualified to perform the
essential functions of the job with or without reasonable accommodation), or any other basis
prohibited by law in recruiting, hiring, placement, promotion, or any other condition of
employment..
Sexual and Other Forms of Harassment
Fortress policy strictly prohibits any form of harassment in the workplace, including sexual
harassment. Fortress will take prompt and appropriate action to prevent and, where necessary,
discipline behavior that violates this policy.
Sexual harassment consists of unwelcome sexual advances, requests for sexual favors and other
verbal or physical conduct of a sexual nature when:
•
•
•
submission to such conduct is made a term or condition of employment;
submission to or rejection of such conduct is used as a basis for employment decisions; or
such conduct has the purpose or effect of unreasonably interfering with an individual's
work performance or creating an intimidating, offensive or hostile work environment.
Forms of sexual harassment include, but are not limited to, the following:
•
•
•
verbal harassment, such as unwelcome comments, jokes, or slurs of a sexual nature;
physical harassment, such as unnecessary or offensive touching, or impeding or blocking
movement; and
visual harassment, such as derogatory or offensive posters, cards, cartoons, graffiti,
drawings or gestures.
Other Forms of Harassment
Harassment on the basis of other characteristics is also strictly prohibited. Under this policy,
harassment is verbal or physical conduct that degrades or shows hostility or hatred toward an
individual because of his or her race, color, national origin, citizenship, religion, sexual
orientation, marital status, age, mental or physical handicap or disability, veteran status or any
other characteristic protected by law, which
•
•
has the purpose or effect of creating an intimidating, hostile, or offensive work
environment;
has the purpose or effect of unreasonably interfering with an individual's work
performance; or
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•
otherwise adversely affects an individual's employment.
Harassing conduct includes, but is not limited to, the following: epithets; slurs; negative
stereotyping; threatening, intimidating or hostile acts; and written or graphic material that
ridicules or shows hostility or aversion to an individual or group and that is posted on Fortress
premises or circulated in the workplace.
Reporting Responsibilities and Procedures
If you believe that you have been subjected to harassment of any kind, you should promptly
report the incident to your supervisor, the harasser's supervisor, the General Counsel/Compliance
Officer or the manager in charge of Human Resources. If you feel comfortable doing so, you
may also wish to confront the offender and state that the conduct is unacceptable and must stop.
Complaints of harassment, abuse or discrimination will be investigated promptly and thoroughly
and will be kept confidential to the extent possible. Fortress will not in any way retaliate against
any employee for making a good faith complaint or report of harassment or participating in the
investigation of such a complaint or report.
Fortress encourages the prompt reporting of all incidents of harassment, regardless of who the
offender may be, or the offender's relationship to Fortress. This procedure should also be
followed if you believe that a non-employee with whom you are required or expected to work
has engaged in prohibited conduct. Supervisors must promptly report all complaints of
harassment to the manager of Human Resources or the General Counsel/Compliance Officer.
Any employee who is found to be responsible for harassment, or for retaliating against any
individual for reporting a claim of harassment or cooperating in an investigation, will be subject
to disciplinary action, up to and including discharge.
Remember that, regardless of legal definitions, Fortress expects employees to interact with each
other in a professional and respectful manner.
Weapons and Workplace Violence
No employee may bring firearms, explosives, incendiary devices or any other weapons into the
workplace or any work-related setting, regardless of whether or not employees are licensed to
carry such weapons. Similarly, Fortress will not tolerate any level of violence in the workplace
or in any work-related setting. Violations of this policy must be referred to your supervisor and
the General Counsel/Compliance Officer immediately. Threats or assaults that require
immediate attention should be reported to the police at 911.
Drugs and Alcohol
Fortress intends to maintain a drug-free work environment. Except at approved Fortress
functions, you may not use, possess or be under the influence of alcohol on Fortress premises.
You cannot use, sell, attempt to use or sell, purchase, possess or be under the influence of any
illegal drug on Fortress premises or while performing Newcastle business on or off the premises.
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INTERACTING WITH GOVERNMENT
Prohibition on Gifts to Government Officials and Employees
The various branches and levels of government have different laws restricting gifts, including
meals, entertainment, transportation and lodging, that may be provided to government officials
and government employees. You are prohibited from providing gifts, meals or anything of value
to government officials or employees or members of their families without prior written approval
from the General Counsel/Compliance Officer.
Political Contributions and Activities
Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on
behalf of a political party or candidate. Payments of corporate funds to any political party,
candidate or campaign may be made only if permitted under applicable law and approved in
writing and in advance by the General Counsel/Compliance Officer.
Your work time may be considered the equivalent of a contribution by the Fortress. Therefore,
you will not be paid by Fortress for any time spent running for public office, serving as an
elected official, or campaigning for a political candidate. Nor will Fortress compensate or
reimburse you, in any form, for a political contribution that you intend to make or have made.
Lobbying Activities
Laws of some jurisdictions require registration and reporting by anyone who engages in a
lobbying activity. Generally, lobbying includes: (1) communicating with any member or
employee of a legislative branch of government for the purpose of influencing legislation; (2)
communicating with certain government officials for the purpose of influencing government
action; or (3) engaging in research or other activities to support or prepare for such
communication.
So that the Company may comply with lobbying laws, you must notify General Counsel before
engaging in any activity on behalf of Newcastle that might be considered "lobbying" as
described above.
Bribery of Foreign Officials
Company policy, the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the laws of many
other countries prohibit Newcastle and its officers and agents, as well as Fortress employees,
from giving or offering to give money or anything of value to a foreign official, a foreign
political party, a party official or a candidate for political office in order to influence official acts
or decisions of that person or entity, to obtain or retain business, or to secure any improper
advantage. A foreign official is an officer or employee of a government or any department,
agency, or instrumentality thereof, or of certain international agencies, such as the World Bank
or the United Nations, or any person acting in an official capacity on behalf of one of those
entities. Officials of government-owned corporations are considered to be foreign officials.
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Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give
"anything of value." Over the years, many non-cash items have been the basis of bribery
prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable
interest rates or repayment terms. Indirect payments made through agents, contractors, or other
third parties are also prohibited. Employees may not avoid liability by "turning a blind eye"
when circumstances indicate a potential violation of the FCPA.
The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law
permits "facilitating" payments, which are payments of small value to effect routine government
actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However,
determining what is a permissible "facilitating" payment involves difficult legal judgments.
Therefore, employees must obtain permission from Fortress’s General Counsel before making
any payment or gift thought to be exempt from the FCPA.
IMPLEMENTATION OF THE CODE
Responsibilities
While each of us is individually responsible for putting the Code to work, we need not go it
alone. Fortress has a number of resources, people and processes in place to answer our questions
and guide us through difficult decisions.
Copies of this Code are available from the General Counsel/Compliance Officer.
Seeking Guidance
This Code cannot provide definitive answers to all questions. If you have questions regarding
any of the policies discussed in this Code or if you are in doubt about the best course of action in
a particular situation, you should seek guidance from your supervisor, the General
Counsel/Compliance Officer or the other resources identified in this Code.
Reporting Violations
If you know of or suspect a violation of applicable laws or regulations, the Code, or the
Company's related policies, you must immediately report that information to your supervisor, the
General Counsel/Compliance Officer. No one will be subject to retaliation because of a good
faith report of suspected misconduct.
Investigations of Suspected Violations
All reported violations will be promptly investigated and treated confidentially to the greatest
extent possible. It is imperative that reporting persons not conduct their own preliminary
investigations. Investigations of alleged violations may involve complex legal issues, and acting
on your own may compromise the integrity of an investigation and adversely affect both you and
the Company.
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Discipline for Violations
Fortress intends to use every reasonable effort to prevent the occurrence of conduct not in
compliance with its Code and to halt any such conduct that may occur as soon as reasonably
possible after its discovery. Fortress personnel who violate this Code and other Fortress or
Company policies and procedures may be subject to disciplinary actions, up to and including
discharge. In addition, disciplinary measures, up to and including discharge, may be taken
against anyone who directs or approves infractions or has knowledge of them and does not
promptly report and correct them in accordance with Fortress or Company policies.
Waivers of the Code
Fortress will waive application of the policies set forth in this Code only where circumstances
warrant granting a waiver, and then only in conjunction with any appropriate monitoring of the
particular situation. Waivers of the Code for directors and executive officers of the Company
may be made only by the Board of Directors as a whole or the Audit Committee of the Board
and must be promptly disclosed as required by law or regulation.
No Rights Created
This Code is a statement of the fundamental principles and key policies and procedures that
govern the conduct of Fortress employees, particularly those engaged in Newcastle's business. It
is not intended to and does not create any rights in any employee, person with whom the
Company has a business relationship, competitor, shareholder or any other person or entity.
Remember
Ultimate responsibility to assure that we as a company comply with the many laws, regulations
and ethical standards affecting our business rests with each of us. You must become familiar
with and conduct yourself strictly in compliance with those laws, regulations and standards and
the Fortress or Company's policies and guidelines pertaining to them.
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ACKNOWLEDGMENT FORM
I have received and read the Newcastle Investment Corp. Code of Business Conduct and Ethics,
and I understand its contents. I agree to comply fully with the standards, policies and procedures
contained in the Code and the Company's related policies and procedures. I understand that I
have an obligation to report to the General Counsel/Compliance Officer of Fortress any
suspected violations of the Code that I am aware of. I acknowledge that the Code is a statement
of policies for business conduct and does not, in any way, constitute an employment contract or
an assurance of continue employment.
Printed Name
____
Signature
Date
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